Vimercati Shareholder Plans to Exercise Pre-Emptive Right in Connection With Stoneridge's Offer to Acquire Vimercati
WARREN, Ohio, April 22 -- Stoneridge, Inc. announced today that it has been informed that a shareholder of Vimercati S.p.A. intends to exercise a pre-emptive right to acquire the remaining outstanding shares of Vimercati, subject to the same terms and conditions set forth in Stoneridge's agreement to acquire Vimercati. The shareholder has given notice of his intent to the other Vimercati shareholders.
If this shareholder is successful in acquiring the shares, Stoneridge's agreement to acquire Vimercati will be terminated. If the shareholder fails in his bid to acquire Vimercati, the Company may still complete the acquisition of Vimercati, subject to customary closing conditions. However, at this time, because of the exercise of the pre-emptive right, the Company does not expect to close the acquisition.
On March 29, 2005, Stoneridge announced its agreement to acquire Vimercati, an Italian full-service switch products supplier for the automotive industry. Because it was known that the shareholder had the option to exercise his pre-emptive right, Stoneridge negotiated protective provisions designed to provide the Company with a termination fee of 250,000 euro in the event the Company did not acquire Vimercati as a result of the shareholder's exercise of the pre-emptive right.
About Stoneridge, Inc.
Stoneridge, Inc., headquartered in Warren, Ohio, is a leading independent designer and manufacturer of highly engineered electrical and electronic components, modules and systems principally for the automotive, medium- and heavy-duty truck, agricultural and off-highway vehicle markets. Sales in 2004 were approximately $682 million. Additional information about Stoneridge can be found at http://www.stoneridge.com/ .
Forward-Looking Statements
Statements in this release that are not historical fact are forward- looking statements, which involve risks and uncertainties that could cause actual events or results to differ materially from those expressed or implied in this release. Things that may cause actual results to differ materially from those in the forward-looking statements include, among other factors, the loss of a major customer; a significant change in automotive, medium- and heavy-duty truck or agricultural and off-highway vehicle production; a significant change in general economic conditions in any of the various countries in which the Company operates; labor disruptions at the Company's facilities or at any of the Company's significant customers or suppliers; the ability of the Company's suppliers to supply the Company with parts and components at competitive prices on a timely basis; customer acceptance of new products; and the failure to achieve successful integration of any acquired company or business. In addition, this release contains time-sensitive information that reflects management's best analysis only as of the date of this release. The Company does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this release. Further information concerning issues that could materially affect financial performance related to forward-looking statements contained in this release can be found in the Company's periodic filings with the Securities and Exchange Commission.